Bloomberg BNA’s Corporate Law & Accountability Report is available on the Corporate Law Resource Center. This news service keeps corporate practitioners informed of legal developments of...
The legislation (HB 371) will require the Delaware Chancery Court to dismiss certain de minimis appraisal proceedings. It also allows companies to make payments to appraisal claimants to prevent the accrual of interest.
The appraisal amendments—which were recommended by the Delaware State Bar Association's Corporation Law Section and primarily sponsored by Rep. Melanie George Smith (D-Bear/Newark)—will be effective for deals completed under agreements entered into on, or after, Aug. 1.
Both Delaware's House and Senate unanimously passed the bill before it reached the governor's desk (111 CARE, 6/9/16).
Under Delaware's appraisal statute, investors that choose not to participate in a merger can ask the chancery court to appraise the value of their shares.
The number of petitions filed by shareholders asking for their shares to be valued by the chancery court may decrease as a result of the legislative changes, a recent study suggested (103 CARE, 5/27/16).
HB 371 also included other changes to the DGCL that clarify Section 251(h)—the preferred mechanism for completing a type of transaction known as a “two-step merger” under Delaware law in which the target company becomes a wholly owned subsidiary of the purchaser through a tender offer.
To contact the reporter on this story: Michael Greene in Washington at email@example.com
To contact the editor responsible for this story: Yin Wilczek at firstname.lastname@example.org
The bill is available at http://src.bna.com/fJf.
Copyright © 2016 The Bureau of National Affairs, Inc. All Rights Reserved.
All Bloomberg BNA treatises are available on standing order, which ensures you will always receive the most current edition of the book or supplement of the title you have ordered from Bloomberg BNA’s book division. As soon as a new supplement or edition is published (usually annually) for a title you’ve previously purchased and requested to be placed on standing order, we’ll ship it to you to review for 30 days without any obligation. During this period, you can either (a) honor the invoice and receive a 5% discount (in addition to any other discounts you may qualify for) off the then-current price of the update, plus shipping and handling or (b) return the book(s), in which case, your invoice will be cancelled upon receipt of the book(s). Call us for a prepaid UPS label for your return. It’s as simple and easy as that. Most importantly, standing orders mean you will never have to worry about the timeliness of the information you’re relying on. And, you may discontinue standing orders at any time by contacting us at 1.800.960.1220 or by sending an email to email@example.com.
Put me on standing order at a 5% discount off list price of all future updates, in addition to any other discounts I may quality for. (Returnable within 30 days.)
Notify me when updates are available (No standing order will be created).
This Bloomberg BNA report is available on standing order, which ensures you will all receive the latest edition. This report is updated annually and we will send you the latest edition once it has been published. By signing up for standing order you will never have to worry about the timeliness of the information you need. And, you may discontinue standing orders at any time by contacting us at 1.800.372.1033, option 5, or by sending us an email to firstname.lastname@example.org.
Put me on standing order
Notify me when new releases are available (no standing order will be created)